Imagistics International Inc.










	




EXHIBIT 10.31  



SIXTH AMENDMENT
AGREEMENT   



          SIXTH
AMENDMENT AGREEMENT (this “Agreement”) dated as of June 1, 2004 by and among (1)
Imagistics International Inc. (the “Borrower”), (2) Fleet Capital Corporation
(“Fleet”), and the other financial institutions party to the Credit Agreement
(as defined below) as lenders (collectively, the “Lenders” and individually, a
“Lender”) and (3) Fleet, as administrative agent (the “Administrative Agent”)
for the Lenders with respect to a certain Credit Agreement dated as of November
9, 2001 by and among the Borrower, the Lenders and the Administrative Agent, as
amended by that certain First Amendment Agreement dated as of March 19, 2002,
that certain Second Amendment Agreement dated as of July 19, 2002, that certain
Third Amendment Agreement dated as of March 5, 2003, that certain Fourth
Amendment Agreement dated as of May 16, 2003 and that certain Fifth Amendment
Agreement dated as of May 7, 2004 (as amended, the “Credit Agreement”).  





W I T N E S S E T H:  




          WHEREAS,
the Borrower has requested that the Lenders amend certain terms and conditions
of the Credit Agreement on the terms and conditions set forth herein; and  




          WHEREAS,
the parties hereto have agreed to amend certain provisions of the Credit
Agreement.   



          NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:   



          §1.
Definitions. Capitalized terms used herein without definition that are defined
in the Credit Agreement (after giving effect to the amendments thereof set forth
herein) shall have the same meanings herein as therein.   



          §2.
Ratification of Existing Agreements. All of the Borrower’s obligations and
liabilities to the Creditors as evidenced by or otherwise arising under the
Credit Agreement, the Notes and the other Credit Documents, are, by the
Borrower’s execution of this Agreement, ratified and confirmed in all respects.
In addition, by the Borrower’s execution of this Agreement, the Borrower
represents and warrants that it does not have any counterclaim, right of set-off
or defense of any kind with respect to such obligations and liabilities.  




          §3.
Representations and Warranties. The Borrower hereby represents and warrants to
the Creditors that all of the representations and warranties made by the
Borrower in the Credit Agreement, the Notes and the other Credit Documents are
true in all material respects on the date hereof as if made on and as of the
date hereof, except to the extent that such representations and warranties
relate expressly to an earlier date.   



          §4.
Conditions Precedent. The effectiveness of the amendments contemplated hereby
shall be subject to the satisfaction on or before the date hereof of each of the
following conditions precedent:   





















	  	          (a)
Representations and Warranties. All of the representations and warranties made
by the Borrower herein, whether directly or incorporated by reference, shall be
true and correct on the date hereof except as provided in §3 hereof.  








	  	          (b)
Performance; No Event of Default. The Borrower shall have performed and complied
in all respects with all terms and conditions herein required to be performed or
complied with by it prior to or at the time hereof, and there shall exist no
Default or Event of Default.  







	  	          (c)
Corporate Action. All requisite corporate action necessary for the valid
execution, delivery and performance by the Borrower of this Agreement and all
other instruments and documents delivered by the Borrower in connection
therewith shall have been duly and effectively taken.  







	  	          (d)
Delivery. The Borrower, the Term B Facility Lenders and the Majority Lenders
shall have executed this Agreement and delivered this Agreement to the
Administrative Agent.  







	


          §5.
Amendments to the Credit Agreement.   










	 	5.1 Amendment to
the Table of Contents. The reference to Schedule 1.01(c) of the Table of
Contents of the Credit Agreement is hereby amended in its entirety to read as
follows:   






	 	
SCHEDULE
1.01(c) - Applicable Margin After Sixth Amendment Date  






	 	5.2 Amendments
to Section 1.01.   






	  	          (a)
The following definitions appearing in Section 1.01 of the Credit Agreement are
hereby amended in their entirety to read as follows:  







	  	          “Applicable
Margin” shall be, for any Type and Class of Loan, (i) prior to the Fourth
Amendment Date, the percentage per annum set forth on Schedule 1.01(a) for such
Type and Class of Loan, (ii) on and after the Fourth Amendment Date and prior to
the Sixth Amendment Date, the Applicable Margin shall be the percentage per
annum set forth on Schedule 1.01(b) for such Type and Class of Loan, and (iii)
on and after the Sixth Amendment Date, the Applicable Margin shall be the
percentage per annum set forth on Schedule 1.01(c) for such Type and Class of
Loan.  







	  	          “Documentation
Agent” shall mean JPMorgan Chase Bank, in its capacity as documentation agent,
together with its successors in such capacity.  







	  	          (b)
The definition of “Eligible Inventory” is hereby amended by amending and
restating clause (c) thereof in its entirety to read as follows:  







	  	          (c)
it is located on real property leased by one of the Obligors or in a contract
warehouse where the fair market value (or book value, if greater) of all
Inventory located at such leased property or warehouse, as the case may be (x)
exceeds $5,000,000, or (y) when aggregated with the fair market value (or book
value, if greater) of all Inventory located at all other such locations which
are not subject to Landlord Consents, exceeds $15,000,000, unless, in either
case (i) Borrower has elected to establish a Reserve equal to three months’ rent
in respect of Inventory located at such location or (ii) it is subject to a
Landlord Consent executed by the lessor, warehouseman or other third party, as
the case may be, and unless it is segregated or otherwise separately
identifiable from goods of others, if any, stored on the premises.  







	


2  





















	  	          (c)
The following new definition is hereby added to Section 1.01 of the Credit
Agreement in its proper alphabetical order to read as follows:  







	 	
“Sixth Amendment Date” shall mean June 1, 2004.  






	  	          5.3
Amendment to Section 12.04(i)(a). Section 12.04(i)(a) of the Credit Agreement is
hereby amended by deleting “(or Schedule 1.01(a) or (b))” from the twelfth line
of such Section and substituting “(or Schedule 1.01(a), (b) or (c))” therefor.  








	  	          5.4
New Schedule 1.01(c). The Credit Agreement is hereby amended by adding a new
Schedule 1.01(c) as set forth on Schedule 1 attached hereto and made a part
hereof.  







	


          §.6.
Miscellaneous Provisions.   










	  	          (a)
Except as otherwise expressly provided by this Agreement, all of the respective
terms, conditions and provisions of the Credit Agreement, the Notes and the
other Credit Documents shall remain the same. The Credit Agreement, the Notes
and the other Credit Documents, each as amended hereby, shall continue in full
force and effect, and that this Agreement and the Credit Agreement shall be read
and construed as one instrument.  







	  	          (b)
This Agreement is intended to take effect under, and shall be construed
according to and governed by, the laws of the State of New York.  







	  	          (c)
This Agreement may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument. In making proof of
this Agreement it shall not be necessary to produce or account for more than one
counterpart signed by each party hereto by and against which enforcement hereof
is sought. A facsimile of an executed counterpart shall have the same effect as
the original executed counterpart.  







	


[Remainder of page
intentionally blank; Signature Pages follow]  




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          IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be
executed in its name and behalf by its duly authorized officer as of the date
first written above.   











	 	IMAGISTICS INTERNATIONAL INC. 
	 
  
	 	By: 	/s/ TIMOTHY E. COYNE

————————————————

Timothy E. Coyne

Its Chief Financial Officer 







	



















	 	FLEET CAPITAL CORPORATION,

  as Administrative Agent and as a Lender 
	 
  
	 	By: 	/s/ EDGAR EZERINS

————————————————

Its Senior Vice President 







	


















	 	MERRILL LYNCH CAPITAL CORPORATION,

  as a Lender 
	 
  
	 	By: 	 

————————————————

Its: 







	




















	 	JPMORGAN CHASE BANK,

  as a Lender 
	 
  
	 	By: 	/s/ VALERIE SCHANZER

————————————————

Valerie Schanzer

Its: Vice President 







	




















	 	PEOPLE’S BANK,

  as a Lender 
	 
  
	 	By: 	/s/ DAVID K. SHERRILL

————————————————

David K. Sherrill

Its: Vice President 







	





















	 	BANK LEUMI, USA,

  as a Lender 
	 
  
	 	By: 	/s/ PAUL TINE

————————————————

Paul Tine

Its: Vice President 
	 
  
	 	By: 	/s/ GLENN KREUTZER

————————————————

Glenn Kreutzer

Its: Banking Officer 







	























	 	U.S. BANK NATIONAL ASSOCIATION,

  as a Lender 
	 
  
	 	By: 	/s/ JOSEPH P. HOWARD

————————————————

Joseph P. Howard

Its: Vice President 







	






















	 	CITIZENS BANK OF MASSACHUSETTS,

  as a Lender 
	 
  
	 	By: 	/s/ CINDY CHEN

————————————————

Cindy Chen

Its: Vice President 







	




















	





SCHEDULE 1   




Schedule 1.01(c)  










	 	LIBOR Loans 
	ABR Loans 

	Revolving Loans 	  	  	  	1.25 	% 	  	0.25 	% 
	  	  	  
	Term B Facility Loans 	  	  	  	1.25 	% 	  	0.25 	%